Navan insider Ariel Cohen plans $1.1M share sale

Ariel M. Cohen files a Rule 144 notice to sell 50,647 Navan Class A shares mainly to cover taxes from vested restricted stock units.

Available on EDGAR 09/21/2026 - 09:39 PM EDT Accepted by SEC EDGAR 09/21/2026 - 09:39 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Navan, Inc. (NAVN) reports that Ariel M. Cohen has filed a Form 144 notice to sell Class A Common Stock under Rule 144. The notice covers 50,647 shares with an aggregate market value of $1,081,819.92, based on a reported 245,369,100 shares outstanding and an approximate sale date of September 21, 2026.

The shares relate to vested restricted stock units, and the filer states the planned sale is a sell-to-cover transaction for taxes owed on recent vesting and settlement of awards granted by Navan. The notice also lists prior sales of Class A Common Stock by Ariel M. Cohen and related trusts during the past three months.

Key Figures

Shares to be sold: 50,647 shares Aggregate market value of planned sale: $1,081,819.92 Shares outstanding: 245,369,100 shares +5 more

8 metrics

Shares to be sold 50,647 shares Class A Common Stock covered by the Form 144 notice

Aggregate market value of planned sale $1,081,819.92 Market value of the 50,647 shares to be sold

Shares outstanding 245,369,100 shares Class A Common Stock outstanding referenced in the securities information table

RSU-related shares (April 24, 2025) 40,423 shares Class A shares from restricted stock units dated April 24, 2025

RSU-related shares (May 21, 2026) 10,224 shares Class A shares from restricted stock units dated May 21, 2026

Recent sale June 22, 2026 41,530 shares for $874,821.14 Class A Common Stock sold by Ariel M. Cohen during past three months

Recent sale August 27, 2026 168,378 shares for $5,075,603.27 Class A Common Stock sold by Ariel M. Cohen during past three months

Trust sales August 27, 2026 75,000 shares per Cohen GST Trust for $2,260,807.50 each Sales by Shai, Sivan, and Lihi Cohen GST Trusts

Key Terms

Rule 144, Restricted Stock Units, sell-to-cover transaction, aggregate market value

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Units financial

"Class A Common Stock | 04/24/2025 | Restricted Stock Units | Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover transaction financial

"This is a sell-to-cover transaction for taxes owed related to recent vesting"

A sell-to-cover transaction is when a person granted company stock (for example as part of compensation or option exercise) immediately sells enough of those shares to pay required taxes or exercise costs and keeps the rest. Think of it like cashing part of a bonus to cover the tax bill; it provides necessary cash without the holder needing outside funds. Investors watch these sales because they increase trading volume and slightly reduce insider holdings, but they often reflect routine tax or cost management rather than a judgment on the company’s prospects.

aggregate market value financial

"Class A Common Stock | Morgan Stanley Smith Barney LLC ... | 50647 | 1081819.92"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Navan, Inc. (NAVN) disclose in this Form 144 filing?

The filing discloses that Ariel M. Cohen intends to sell 50,647 shares of Navan Class A Common Stock under Rule 144, with an approximate sale date of September 21, 2026 and an aggregate market value of $1,081,819.92.

How many Navan (NAVN) shares are covered by Ariel M. Cohen’s planned Rule 144 sale?

The notice covers 50,647 shares of Navan Class A Common Stock, with a reported aggregate market value of $1,081,819.92 as of the filing, and an approximate sale date of September 21, 2026.

What is the purpose of Ariel M. Cohen’s Form 144 sale of NAVN shares?

The filer states the transaction is a sell-to-cover for taxes owed related to the recent vesting and settlement of restricted stock units granted by Navan, meaning a portion of vested shares is being sold to satisfy tax obligations.

What Navan (NAVN) equity awards underlie the shares to be sold in this Form 144?

The securities to be sold are Class A Common Stock issuable from restricted stock units, including 40,423 shares from RSUs with a date of April 24, 2025 and 10,224 shares from RSUs with a date of May 21, 2026.

How many Navan (NAVN) shares were outstanding in this Form 144 disclosure?

The Form 144 lists 245,369,100 shares of Navan Class A Common Stock as outstanding in the securities information table; this figure is provided as context and is separate from the 50,647 shares covered by the notice.

What Navan (NAVN) share sales has Ariel M. Cohen reported in the last three months in this notice?

The filing lists Class A Common Stock sales including 41,530 shares on June 22, 2026 for $874,821.14 and 168,378 shares on August 27, 2026 for $5,075,603.27, along with additional August 27, 2026 sales by related Cohen GST trusts.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001853730
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	NAVAN, INC.
SEC File Number	001-42922
Address of Issuer	260 CALIFORNIA AVENUE, FLOOR 2 PALO ALTO CALIFORNIA 94306
Phone	(650) 988-8500
Name of Person for Whose Account the Securities are To Be Sold	Ariel M. Cohen
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza, 8th Floor New York NY 10004	50647	1081819.92	245369100	09/21/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	04/24/2025	Restricted Stock Units	Issuer			40423	04/24/2025	N/A
Class A Common Stock	05/21/2026	Restricted Stock Units	Issuer			10224	05/21/2026	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ariel M. Cohen 260 California Avenue, Floor 2 Palo Alto CA 94306	Class A Common Stock	06/22/2026	41530	874821.14
Ariel M. Cohen 260 California Avenue, Floor 2 Palo Alto CA 94306	Class A Common Stock	08/27/2026	168378	5075603.27
The Shai Cohen GST Trust 260 California Avenue, Floor 2 Palo Alto CA 94306	Class A Common Stock	08/27/2026	75000	2260807.5
The Sivan Cohen GST Trust 260 California Avenue, Floor 2 Palo Alto CA 94306	Class A Common Stock	08/27/2026	75000	2260807.5
The Lihi Cohen GST Trust 260 California Avenue, Floor 2 Palo Alto CA 94306	Class A Common Stock	08/27/2026	75000	2260807.5

144: Remarks and Signature

Remarks	This is a sell-to-cover transaction for taxes owed related to recent vesting and settlement of restricted stock units granted by the Issuer.
Date of Notice	09/21/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Ariel M. Cohen
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)